Array Technologies and Shoals Agree $1.32 Billion All-Stock Merger

Deal Overview

Array Technologies and Shoals Technologies Group announced on November 4, 2026 that they had signed a definitive agreement to combine in a stock-for-stock merger. Both companies supply equipment for utility-scale solar plants in the United States and abroad, and they sit at different points of the same project.

Array, based in Albuquerque, New Mexico, makes structural balance-of-system (SBOS) products: single-axis trackers, fixed-tilt racking, foundations and, since it announced completion of its purchase of Affordable Wire Management on August 31, 2026, cable management systems. Shoals, based in Portland, Tennessee and founded in 1996, makes electrical balance-of-system (EBOS) products for solar, battery storage and data center power systems, including its BLA wiring solution.

Brad Forth chairs the boards of both companies. He did not take part in either board’s consideration of or vote on the transaction, which the voting members of both boards approved unanimously.

Transaction Terms

Array will be the legal acquirer and the corporate parent of the combined company, and its common stock will be the combined company’s equity. Shoals shareholders will receive a fixed 1.6931 Array shares for each Shoals share. Because of that ratio, Shoals holders are expected to own about 65% of the basic shares outstanding immediately after closing (64.5% fully diluted), with Array holders owning the remaining 35% (35.5% fully diluted).

According to the investor presentation, making Array the legal acquirer keeps its existing debt financing in place, which the companies say reduces execution risk and transaction fees. Apart from the preferred stock redemptions described below, the transaction is not expected to require Array to refinance or redeem any of its outstanding debt or preferred securities. On the November 4 call, Moss said the companies do not expect to issue new debt to complete the merger.

The companies did not put a dollar value on the transaction. Because the ratio is fixed, the value Shoals holders receive moves with Array’s share price. At Array’s closing price of $4.64 on November 3, 2026, the last session before the announcement, the ratio values each Shoals share at about $7.86 and Shoals’ roughly 168.5 million shares at about $1.32 billion. That is 7.2% below Shoals’ own November 3 close of $8.47, so on that basis Shoals holders are taking a majority stake in the combined company at a discount to their shares’ market price.

At Array’s November 2 close of $3.80, the implied value would have been about $1.08 billion.

The companies expect to file a registration statement on Form S-4, including a joint proxy statement, with more financial detail by the end of 2026.

Preferred Stock Redemption

Alongside the merger agreement, Array signed a letter agreement with the holders of its Series A preferred stock. It commits Array to redeem $161.3 million of the preferred at 93% of liquidation preference within 90 days of closing, followed by $156.3 million at 96% in up to three installments of no less than $52 million each, due by the first, second and third anniversaries of the initial redemption. Together the two tranches retire more than 60% of the preferred.

Array may also redeem preferred stock beyond those amounts at 96% of liquidation preference within 48 months of closing; after that, redemptions revert to 100%. The minimum size of each redemption falls from $200 million to $50 million.

Assuming the initial redemption is completed by March 31, 2027, the companies expect the remaining liquidation preference to be about $348.7 million, with 2027 dividends of about $25 million. They estimate the full $317.5 million commitment will reduce cash distributions by nearly $100 million over five years.

Strategic Rationale

The case for the merger rests on the two product sets being bought for the same projects through separate channels. The companies say only about 20% of the projects either one sold between January 2025 and September 2026 used products from both, a figure that assumes Array owned Affordable Wire Management and its foundations business over that period. They plan to offer a single design package, coordinated purchasing and integrated warranty support across trackers, foundations, EBOS and wire management, and to develop integrated products over time.

Sales routes differ between the two. Shoals has sold mainly to engineering, procurement and construction (EPC) contractors, while Hostetler said on the call that more than half of Array’s order book is sold directly to tier-one developers and utilities. Management intends to use each company’s relationships to sell the other’s products, and to use Array’s international sales network to introduce Shoals products outside the United States. On the November 4, 2026 call, management put Shoals’ international order book at about $100 million.

The companies also point to markets beyond solar. Shoals already sells EBOS for battery storage and is developing its AirLink power distribution product for data centers, and management says AWM’s cable fastening products and Array’s foundations can be sold alongside Shoals products on those sites. Management estimates the US battery storage and data center market for these products at about $3 billion in 2026, rising to about $5 billion by 2030.

Synergies and Pro Forma Figures

The companies expect year-one run-rate synergies of about $35 million of Adjusted EBITDA: about $20 million from cost savings, mainly duplicate public company costs and corporate overhead, and about $15 million from cross-selling. They target more than $100 million of annual Adjusted EBITDA synergies within three years of closing. On the call, management said about two-thirds of the year-three figure would come from commercial synergies and one-third from costs.

Shoals brings about $1.6 billion of tax amortization and $237 million of net operating losses, as of September 30, 2026, which the companies expect to limit the combined company’s cash tax for several years. They do not expect to pay a material amount of cash tax in 2027.

In preliminary, indicative estimates, the companies put pro forma 2027 revenue at $2.2 billion to $2.4 billion and Adjusted EBITDA at $410 million to $480 million, including year-one synergies. They cite combined backlog and awarded orders of about $3.4 billion as of September 30, 2026 in support. The estimates assume the deal closed on December 31, 2026 and are not the projections either board relied on in approving the transaction.

Pro forma net debt to Adjusted EBITDA is estimated at 2.6 times for 2026, with the companies expecting it to fall below 2 times by the end of 2027. Management said capturing the synergies takes priority over further acquisitions or additional preferred redemptions.

Leadership, Approvals and Timing

Moss, Shoals’ CEO, will become CEO of the combined company. Hostetler, Array’s CEO, will become a Special Advisor, and Forth will chair the combined board. That board will have ten directors: four independent directors from each current board, plus Forth and Moss. The combined company plans to announce a new corporate name and ticker in the coming months.

The companies expect to close in the first quarter of 2027. Closing requires approval by shareholders of both Array and Shoals, the necessary regulatory approvals, authorization to list the combined company’s shares on Nasdaq and other customary conditions.

Jefferies is exclusive financial advisor to Shoals, with Latham & Watkins as legal counsel. J.P. Morgan Securities is financial advisor to Array and Jones Day is its legal counsel; Lazard advises Array’s special committee, and Goldman Sachs assisted Array with certain financing arrangements. Both companies reported Q3 2026 results separately on the same day and replaced their scheduled earnings calls with a joint call on the merger.